Overview: Board Meeting Minutes
The minutes from a board meeting are the permanent record of that meeting. They
provide information about when the meeting occurred and the actions taken.
Historically, the board secretary writes the minutes, but today it is more common for a
staff member to have that role. Some organizations follow strict rules regarding the
format, while others may be more informal. Regardless of how the minutes are written
and presented, the elements included should be carefully considered.
Why minutes are necessary
Minutes are a necessary legal document, but they are also a practical means of
conveying information about what action was taken at a meeting. Some common uses
of minutes are:
 reference material
 board history
 legal review
 orientation
What should minutes include?
While content can vary based on the organization, the basic elements of good minutes
include:
 name of the organization
 date and time of meeting
 board members in attendance, excused, and absent
 existence of a quorum
 motions made and by whom
 brief account of any debate
 voting results
 names of abstainers and dissenters
 reports and documents introduced
 future action steps
 time meeting ends
 signature of secretary and chair
How much detail is needed?
The minutes are not a transcript, nor should they try to be a verbatim account of the
meeting. They should be simply a record of the decisions made and the action taken.
When there is a debate or discussion to be recorded, only the major points for and
against the issue at hand should be included. It is important for members to be able to
have meaningful discussions without being concerned about individual liability;
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therefore, names or direct quotations should not be recorded in relation to the
debate.
Enough information should be provided for minutes to be a useful resource. Someone
looking at the minutes should be able to understand what decisions were made and
the reasons why. Skeletal minutes that only include the motions and whether they
passed do not provide an adequate record.
Taping the meeting
Making an audiotape of the meeting can be a useful tool for the person writing the
minutes, for long or involved meetings, but it should not replace the written minutes.
If the person uses tapes, the board should have a written policy of how to deal with
them after the minutes are written in order to protect board members from legal
liability. If tapes are destroyed, a policy should state so.
Legal considerations
Minutes are a legal record of a meeting. They can be used in court if questions of legal
liability around a program or policy arise; therefore, they should be an accurate
reflection of what occurred at a meeting.
If minutes provide the right information, they can be helpful to the organization during
a legal review. Any actions or questions around a specific legal issue should be
included, with appropriate detail provided. Issues such as a conflict of interest should
be noted along with the action that board member took. Individual board members
who disagree with a board decision and are concerned about personal liability should
have their dissent noted in the minutes.
After the meeting
After the minutes are written, they should be circulated to the board prior to the next
board meeting. Members should then review them for any mistakes or missing
information. If minor corrections can be made prior to the next meeting, then
approval of the minutes can be part of the consent agenda. Otherwise, corrections
should be addressed at the next meeting, and any changes should be voted on. The
minutes are then approved, signed by the secretary and the chair, and archived. The
archives of minutes should be organized and easy to locate.
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TEMPLATE
Board Meeting Minutes
ORGANZIATION NAME
Date
Time
Location
ATTENDANCE
Board Members Present:
Board Members Present via phone/virtual:
Absent:
Staff Present:
Guests:
CALL TO ORDER
A meeting of the Board of Directors of the ORGANIZATION was duly called on [day of
week], [date], at [time]. [Board member name] called the meeting to order.
A. GOVERNANCE
1. Consent Agenda:
[Indicate if any items were removed from the consent agenda]
Action:
2. Fiduciary Item(s):
Outline of discussion:
Action:
3. Strategic Item(s):
Outline of discussion:
Action:
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B. MANAGEMENT
1. General Manager’s Report
Outline of discussion:
Action:
2. Management Item(s):
Outline of discussion:
Action:
ATTACHMENTS
ADJOURNMENT
[time]
Prepared by:
Name
Date
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